Consents and Conditions. (a) Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Seller in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, including, but not limited to: (i) obtaining all necessary consents, approvals or waivers from, and giving any necessary notifications to, third parties; (ii) making all registrations and filings with, and obtaining all necessary actions or non-actions, waivers, consents and approvals from, all Governmental Bodies (including those in connection with the HSR Act and comparable requirements in foreign jurisdictions) and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Body; and (iii) defending any Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order or preliminary or permanent injunction entered by any Governmental Body vacated or reversed.
(b) [Intentionally Omitted]
(c) Purchaser shall keep Seller reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing Seller with copies of notices or other communications received by Purchaser or by any of its Subsidiaries from any third party and/or any Governmental Body with respect to the transactions contemplated hereby. Purchaser shall promptly furnish to Seller such necessary information and reasonable assistance as Seller may request in connection with the foregoing and shall promptly provide counsel for Seller with copies of all filings made by Purchaser, and all correspondence between Purchaser (and its advisors) with any Governmental Body and any other information supplied by Purchaser and its Affiliates to a Governmental Body in connection herewith and the transactions contemplated hereby; provided, however, that Purchaser may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to Seller as “outside counsel only,” and materials may be redacted (i) to remove references concerning the valuation of the Business and (ii) as necessary to comply with contractual arrangements. Materials designated as for “outside counsel only” and the information contained therein shall be ...
Consents and Conditions. From and after the date hereof and until the Closing, Purchaser hereby covenants and agrees that Purchaser will (a) cooperate in all respects with the Company (including, without limitation, by providing all necessary information concerning Purchaser for disclosure) in connection with any filing by the Company pursuant to the requirements, if applicable, of Rule 14f-1 under the Exchange Act and (b) use its commercially reasonable efforts (i) to obtain any required governmental consents to the Transactions contemplated hereby required to be obtained by it and (ii) to cause each of the conditions precedent set forth in Article VIII or IX to be satisfied.
Consents and Conditions. Buyer shall use its reasonable efforts to assist Seller in causing each of the conditions precedent to the obligations of Seller to be satisfied.
Consents and Conditions. From and after the date hereof and until the Closing, the Company hereby covenants and agrees that the Company will use its best commercially reasonable efforts (a) to obtain any required governmental consents to the Transactions contemplated hereby required to be so obtained by it, (b) to cause each of the conditions precedent set forth in Article VIII or IX to be satisfied, and (c) to comply with the requirements, if applicable, of Rule 14f-1 under the Exchange Act.
Consents and Conditions. (a) Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Seller in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, including, but not limited to: (i) promptly obtaining all necessary consents, approvals or waivers from, and giving any necessary notifications to, third parties; provided, however, that such efforts shall not require Purchaser to make any payment to obtain any such consent, approval or waiver or to give such notice; (ii) promptly making all registrations and filings with, and obtaining all necessary or advisable actions or non-actions, waivers, consents and approvals from, all Governmental Bodies (including those in connection with the HSR Act and the EC Competition Regulation) and taking all steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Body; and (iii) defending any Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any Order, stay or temporary restraining order or preliminary or permanent injunction entered by any Governmental Body or third party vacated or reversed. In furtherance of, and without in any way limiting, the foregoing, Purchaser shall use reasonable best efforts to
Consents and Conditions. The Inso Subs and the Company shall use ----------------------- their best efforts to obtain the consent of any third party or Governmental Authority that is required in order to prevent a default under, breach of, termination or modification of, or any acceleration of any obligations under any Permit or any Material Contract.
Consents and Conditions. The Company and the Primary Shareholders shall use their reasonable efforts to cause each of the conditions precedent to the obligations of the Strategic Investor contained in Section 10.1 to be satisfied, and the Strategic Investor shall use its reasonable efforts to cause each of the conditions precedent to the obligations of the Company contained in Section 10.2 to be satisfied. The Company shall, and shall cause each of the Company Subsidiaries to, and the Primary Shareholders and the Strategic Investor shall, (i) promptly take all such action as may be necessary, proper or advisable under applicable law for the consummation of the transactions contemplated in this Agreement, (ii) file and, if appropriate, use their or its reasonable efforts to have declared effective or approved all documents and notifications with, and to obtain any consents of, all governmental bodies or other third parties that they or it deem necessary or appropriate for the consummation of the transactions contemplated in this Agreement, and (iii) give the other party information requested by such other party pertaining to the Company, and the Company Subsidiaries and the Primary Shareholders, in the case of requests by the Strategic Investor, and the Strategic Investor, in the case of requests by the Company or the Primary Shareholders, which is reasonably necessary to enable such party or parties to take such actions and file in a timely manner all documents and notifications required to be filed under applicable law.
Consents and Conditions. Each Seller will use its reasonable best efforts to (i) obtain prior to Closing any required third-party and governmental consents to the transactions contemplated hereby, including those consents necessary to transfer the Assets (including all applicable Permits) to Purchaser pursuant to the terms of this Agreement, and (ii) cause each of the conditions to the obligations of Purchaser to be satisfied.
Consents and Conditions. The Purchaser shall use its best efforts to obtain all approvals, consents or waivers from Persons other than Governmental Bodies necessary to assign to the Purchaser all of the Seller's interest in the Assets or any claim, right or benefit arising thereunder or resulting therefrom as soon as practicable; provided, however, that in no event shall the Purchaser be obligated to pay any consideration therefor to the third party from whom such approval, consent or waiver is requested or release any right, benefit or claim in order to obtain such approval, consent or waiver.
Consents and Conditions. Purchaser shall use its reasonable best ----------------------- efforts to obtain all approvals, consents or waivers from Persons, including, without limitation, Governmental Bodies, necessary to assign to Purchaser all of the Sellers' interest in the Assets or any claim, right or benefit arising thereunder or resulting therefrom as soon as practicable.
